SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
PICKRELL FLOYD W
(Last) (First) (Middle)
100 BAYVIEW CIRCLE, SUITE 6000
(Street)
NEWPORT BEACH, CA 92660
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SYBRON DENTAL SPECIALTIES INC [ SYD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
05/16/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/16/2006 U 107,768 D $47 0 D
Common Stock 05/16/2006 U 20,000 D $47 0 I Floyd W. Pickrell, Jr. & Yvette Diuri Pickrell Trustees of the Pickrell Rev. Lvg. Trust
Common Stock 05/16/2006 I 1,087 D $47 0 I By 401(k) plan
Common Stock 05/16/2006 U 1,200 D $47 0 I Floyd W. Pickrell, Jr. & Yvette Diuri Pickrell Trustees of the Allison Pickrell Irrev. Trust
Common Stock 05/16/2006 U 150 D $47 0 I Floyd W. Pickrell, Jr. & Yvette Diuri Pickrell Trustees of the Melanie Pickrell Irrev. Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)(1)(2) $13.8765 (3) 04/27/2008 Common Stock 320,499 320,499 D
Employee Stock Option (Right to Buy)(1) $15.4375 (4) 12/14/2010 Common Stock 496,278 496,278 D
Employee Stock Option (Right to Buy)(1) $37.8 05/10/2010(1) 05/10/2015 Common Stock 225,000 225,000 D
Explanation of Responses:
1. Under the merger agreement by and among Danaher Corporation, its indirect wholly-owned subsidiary, Smile Acquisition Corp., and Sybron Dental Specialties, Inc. (the "Company"), and the terms of the Company's option plans, outstanding employee and director options to acquire Company stock, whether or not presently vested, will be vested in connection with the consummation of the tender offer and the merger provided for by the merger agreement. Such options will be converted, upon closing of the merger, into the right to receive as soon as practicable after consummation of the merger, a cash payment equal to the excess, if any, of $47 per share subject to the option over the exercise price per share ( i.e., the spread between the merger price and the exercise price).
2. On December 11, 2000 Apogent Technologies Inc. (f/k/a Sybron International Corporation) made a pro rata distribution to its shareholders of record as of November 30, 2000 of all of the outstanding shares of Common Stock of the Issuer (the "Spin-Off"). This option was issued as of December 11, 2000 in connection with the Spin-Off in exchange for an option granted by Apogent Technologies Inc. on the same terms, except that the number of shares subject to the option and the exercise price per share were adjusted under a formula designed to preserve the aggregate intrinsic value inherent in the Apogent option immediately prior to the Spin-Off.
3. This option vested in four equal annual installments beginning on April 27, 1999.
4. This option vested in four equal annual installments beginning on December 17, 2001.
Remarks:
Numeya Rodgers Attorney-in-Fact 05/17/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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